**Exhibit 10.45**

 

**EMPLOYMENTAGREEMENT**

 

This Agreement is madeand entered into as of the 1st day of April 2004, by andbetween **Sadhana********Agarwal**, (hereinafter referred to as the “Employee”) andAdvanced Cell Technology, Inc., a corporation duly organized and existingunder the laws of the State of Delaware, and having a place of business at OneInnovation Drive, Worcester, Massachusetts 01605.

 

The Company herebyagrees to employ the Employee and Employee accepts such employment upon theterms and conditions set forth in this Agreement.

 

**1.****                                     ****Duties****.**

 

1.1                                 Employee shallserve Company as Director of Cell & Molecular Biology during the termof this Agreement and shall perform the duties described on Exhibit Aattached hereto.  Employee shall performhis duties at such places and times as the Company may reasonably prescribe, itbeing understood that these duties are initially intended to be performed inMassachusetts but may require domestic and international travel and relocationwithin the United States during the Employment Term.

 

1.2                                 Employee shalldevote his full time and best efforts to the performance of his duties for theCompany and shall not engage in any other business activities during the EmploymentTerm without prior written consent of the Company.

 

**2.****                                     ****Term and Termination****.**

 

2.1                                 Term: The term ofEmployee’s employment under this Agreement will commence on April 1, 2004(the “Commencement Date”) and continue until terminated as set forth in Section 2.2of this Agreement.  The ConfidentialInformation and Inventions Agreement, signed by Employee pursuant to Section 5,shall remain in effect subsequent to the Employment Term.

 

2.2                                 Termination:

 

(a)                                  Employee’semployment under this Agreement shall be terminated upon the earliest to occurof any of the following:

 

(i)                                     the death of theEmployee;

 

(ii)                                  the Employee’sinability to perform his duties on account of disability or incapacity for aperiod of six (6) or more months, as determined by the Company’sPresident.

 

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(iii)                               written notice toEmployee that the Company is terminating Employee’s employment hereunderwithout cause.  Such written notice to besigned by both of the Company’s CEO and direct supervisor.

 

(iv)                              the terminationof Employee’s employment by Employee at any time for any reason including,without limitation, resignation or retirement.

 

(v)                                 the terminationof Employee’s employment by the Company at any time “for cause,” suchtermination to take effect immediately upon written notice from the Company toEmployee.  The term “for cause” means adetermination by the Company that Employee (1) refused to obey lawfulorders of the President or other officer of the Company, (2) breached orneglected his duties or obligations hereunder or under the Employee ConfidentialInformation, Inventions and Non-Competition Agreement of near or even dateherewith signed by Employee pursuant to Section 5 hereof, (3) committedany act involving disloyalty, dishonesty or fraud or any act resulting in aconviction of Employee of a crime, or (4) committed any act constituting aviolation of an important company policy or a violation of criminal or civillaw relating to Employee’s performance of his duties or having the potential tonegatively impact the company. Upon such termination for cause, the onlyobligation the Company will have under this Agreement will be to pay Employee’sunpaid base salary accrued through the date of termination.

 

(b)                                 Upon thetermination of this Agreement pursuant to clauses (ii) or (iii) onlyof Section 2.2 (a), Employee shall be given thirty (30) days notice ofsuch termination and Employee shall be entitled to receive as a severancepayment an amount equal to three (3) months of his base salary, payable inregular semi-monthly installments during the three (3) months immediatelyfollowing the Company’s termination of his employment.

 

Upon the termination of Employee’semployment for any reason, by either party, the Employee shall immediatelyreturn to the Company any property of the Company in his possession; return ofthis property shall be a precondition to the payment of any furthercompensation owed by the Company to the Employee, if any.

 

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**3.****                                        ****Compensation****.**  For all services rendered by the Employee,the Company shall pay to the Employee:

 

3.2                                 Base Salary: Base salary atthe rate of $85,000 per annum, payable in equal semi-monthly installments,$15,000 of which is acknowledged by Employee to be specific consideration forentering into the restrictive covenants and the provisions on inventions andpatents contained in the Employee Confidential Information and Inventions Agreementidentified in Section 5.

 

3.3                                 Bonuses: The Companymay, in its sole discretion, award additional bonuses or increase Employee’sbase salary during the Employment Term based upon the Employee’s performance asdetermined unilaterally by the Company.

 

3.4                                 Stock Options: Subject to theapproval of its board of directors, the Company will grant to Employeenon-transferable stock options issued under the Company’s Incentive StockOption Plan (the “Plan”) for a number of shares of common stock of Company (the“Options”) to be determined at a later date at an exercise price to bedetermined in accordance with the Plan.  Thenumber of shares will be equivalent to half-of-a-percent (0.5%) of the Company’sIncentive Stock Option pool.  The Optionsshall be subject to the terms and conditions of the Plan and any optionagreement pursuant to which the grant of the Options is made.  The Options shall vest pro-rata over the fouryears commencing with the date of Employee’s employment with the Company.  All equity rights in the Company representedby Options granted to you shall be subject to potential future dilution basedon capital transactions that may subsequently occur.

 

Any stock option and/or stock ownership inthe Company by Employee shall not alter the status of his employment or any ofthe Company’s rights under Section 2.2.

 

**4.****                                     ****Employee Benefit Plans;Fringe Benefits****.**

 

Upon satisfaction of any applicableeligibility requirements, Employee shall be entitled to participate in whateverother Employee benefit plans are maintained by Company and to enjoy such otherfringe benefits at the same level and on the same terms Company may offer toother Employees who have similar job responsibilities.

 

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**5.****                                     ****Confidential Information andInventions****.**

 

In consideration of this EmploymentAgreement and the compensation and severance benefits conferred herein,Employee agrees to sign the Employee Confidential Information and InventionsAgreement attached hereto as Exhibit B.

 

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**6.****                                     ****Third Party Obligations****.**** **Employee warrants that the terms of this Agreementare not inconsistent with any contractual obligations of Employee to any third party.

 

**7.****                                     ****Section Headings****.**  Section headingscontained in this Agreement are for convenience only and shall in no manner beconstrued as a part of this Agreement.

 

**8.****                                     ****Amendment****.**  This Agreement may be amended or modified onlyin writing signed by both parties.

 

**9.****                                     ****Counterparts****.**  This Agreement may be executed in two or morecounterparts each of which shall be deemed to be an original but all of whichtogether shall constitute one and the same instrument.

 

**10.****                              ****Waiver****.**** **The failure of either party hereto in anyone or more incidences to insist upon the performance of any of the terms orconditions of this Agreement, or to exercise any rights or privileges conferredin this Agreement, or the waiver of any breach of any of the terms of thisAgreement shall not be construed as waiving any such terms and the same shallcontinue to remain in full force and effect as if no such forbearance or waiverhad occurred.

 

**11.****                              ****Applicable Law****.  **This Agreement shall be construed accordingto and governed by the laws of the Commonwealth of Massachusetts, and Employeeexpressly consents to submit himself to the jurisdiction of the federal andstate courts of the Commonwealth of Massachusetts.

 

**12.****                              ****Reformation and Severability****.  **In the event any provision or portion ofthis Agreement shall be held invalid or unenforceable by any court of competentjurisdiction, any such provision or portion may be reformed by the Court so asto make it valid or enforceable, whereupon the parties agree that saidprovision or portion shall be valid and enforceable by or upon them.  Any such holding shall not invalidate orrender unenforceable any other term contained in this Agreement.

 

**13.****                              ****Entire Agreement****.  **This Agreement and the EmployeeConfidential Information, Inventions and Non-Competition Agreement betweenCompany and Employee of near or even date herewith embody the entireunderstanding of the parties with respect to Employee’s employment with Companyand incorporate any previous agreement, written or oral, relating to suchemployment.  The Employee agrees that noother promises or representations of any kind were made to his by the Companyprior to or coincident with his signing of this Agreement.

 

**14.****                              ****Assignment and Successors****.  **Employee’s rights under this Agreementshall not be assignable by the Employee. This Agreement may be assigned by Company and shall inure to the benefitof and be binding upon Company, its successors and assigns.

 

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**15.****                              ****Notices****.**  Any notice to be given under this Agreementmust be in writing and either delivered in person or sent by first classcertified or registered mail, return receipt requested, postage prepaid, if tothe Company, in care of its President, Michael D. West, Ph.D., Advanced CellTechnology, Inc., One Innovation Drive, Worcester, MA 01605, and if to theEmployee, at his home address or addresses as either party shall havedesignated in writing to the other party hereto.

 

IN WITNESS WHEREOF, Company has hereuntocaused its corporate name to be signed and sealed, and Employee has hereuntoset his hand, all being done in duplicate originals, with one original beingdelivered to each party as of the day and year first above written.

 
| WITNESS:        |   |   | ADVANCED CELL TECHNOLOGY, INC.           |
|-----------------|--------|--------|------------------------------------------|
|            |   |   |                                     |
|            |   |   |                                     |
| /s/ [ILLEGIBLE] |   |   | /s/ Michael D. West                      |   |
|            |   |   | By:  Michael D. West, Ph.D.    |
|            |   |   | Its:  President & CEO |
|            |   |   |                                     |
|            |   |   |                                     |
| /s/ [ILLEGIBLE] |   |   | /s/ Sadhana Agarwal                      |   |
|            |   |   | Sadhana Agarwal, Ph.D.                   |

 

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**EXHIBIT B**

 

**EmployeeConfidential Information and InventionsAgreement**

 

THIS AGREEMENT is entered into as of the 2nd**day of March,2004 by and between Advanced Cell Technology, Inc. (“ACT”), a DelawareCorporation with offices at One Innovation Drive, Worcester, Massachusetts (the“Company”), and **Sadhana Agarwal**, an individual(hereinafter sometimes referred to as “Employee”).

 

**1.****             ****INTRODUCTION.**** **As an employee of the Company you mayconceive or create inventions, improvements, discoveries, technicalinformation, trade secrets, writings, designs, and other proprietary andconfidential information of value to the Company.  Furthermore, you may receive or createinformation of such importance to the Company that it must be maintained asproprietary and confidential trade secrets and not used in competition with theCompany both during and after termination of your employment.  In partial consideration and as a conditionof your employment or continued employment by the Company, and because yourposition with the Company is one of trust and confidence by reason of youraccess to and development of or contact with confidential and proprietaryinformation of the Company, the Company and you hereby agree as follows:

 

**2*.******             *****DEFINITIONS.**  (a) “Confidential Information” means anyinformation that Employee learns or develops during the course of employmentwith Company that (1) is not generally known to the public, and (2) hascommercial value in Company’s business.  Suchinformation includes, but is not limited to, inventions (as defined below),ideas, strategies, forecasts, Company’s sales, process and engineeringinformation, information about new or future products or services, Company’smarketing plans and goals, unpublished financial information, lists of Companycustomers or prospects, information about customer or prospect purchases andpreferences, information regarding research and development, consultingprocesses, management systems, computer software and programs, means ofaccessing Company’s computer systems or networks, algorithms, hardwareconfigurations and any other confidential information which provides Companywith a competitive advantage. Confidential Information also includesinformation of third parties regarding which Company has accepted obligationsof confidentiality.

 

(b) “Trade Secret” means information,including, but not limited to, a formula, pattern, compilation, program,device, method, technique or process, which both: (a) derives independenteconomic value, actual or potential, from not being generally known to orreadily ascertainable by people who can obtain economic value from itsdisclosure or use; and (b) is the subject of Company’s efforts to maintainits secrecy that are reasonable under the circumstances.

 

(c) “Inventions” means all discoveries,developments, designs, improvements, inventions, trade secrets, formulas,processes, techniques, computer programs, mask works, know-how and data, made orconceived or reduced to practice, whether or not patentable or registerableunder copyright or similar statutes, and whether or not shown or described inwriting or reduced to practice.

 

**3.****             ****NONDISCLOSURE ANDNONCOMPETE.**  (a) Employee agrees tokeep in strict confidence and not disclose, in any manner to any person notemployed by Company or under contract with Company, any ConfidentialInformation or Trade Secrets.  Employee furtheragrees that he will not, without first obtaining the prior written permissionof the president of the Company, directly or indirectly utilize anyConfidential Information or Trade Secrets in his own business or for thebenefit of any person or entity other than the Company,

 

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or manufacture and/or sell any product or servicethat is based in whole or in part on Confidential Information or Trade Secrets.  Employee’s obligations regarding ConfidentialInformation shall continue during the course of Employee’s employment byCompany and for five years thereafter.  Employee’sobligations with respect to Trade Secrets shall continue during the course ofEmployee’s employment by Company and thereafter for as long as the relevantinformation is maintained by Company as a Trade Secret.  Upon termination of Employee’s employmentwith Company, for whatever reason, and if requested by Company at any othertime, Employee agrees to promptly return to Company all originals and copies ofdocuments, materials, and computer information containing ConfidentialInformation and/or Trade Secrets, all of which Employee recognizes is the soleand exclusive property of Company.

 

(b) Any confidential information or tradesecrets of any former employer or third person possessed by Employee is to bekept secret and not disclosed to Company as long as such information remains confidentialor secret.

 

(c) While in the employ of Company, Employeewill not, directly or indirectly for himself or for any other person render anyservices as, including, without limitation, an employee, owner, partner, director,shareholder, independent consultant or agent, to any entity that is in directcompetition with Company, or that operates in or that operates in the field ofcloning mammals or human therapeutic cloning.

 

**4.****             ****INVENTIONS AND WORK.**  (a) AnyInventions, work, materials, improvements, concepts, or ideas and the tangibleembodiments of same made or conceived by Employee during his employment and for3 months thereafter, and related to the business of Company (collectively, the “Work”),shall be the sole and exclusive property of Company.  During Employee’s employment with thecompany, Employee shall keep adequate written and electronic records of hiswork (properly witnessed for use as invention records when appropriate), andshall submit such records to Company when requested or at the termination ofEmployee’s employment.  Employee shallnot reproduce any portion of such notebook records without the prior expresswritten consent of Company.  Employeeshall promptly and fully report all inventions, improvements, concepts, orideas to Company.

 

(b) To the extent any Work performed by Employeeunder this Agreement is protectable under U.S. Copyright laws, such Work shallbe considered at “work made for hire” as that phrase is defined by such lawsand shall be owned by and for the express benefit of Company.  In the event it should be established thatany such Work does not qualify as work made for hire, Employee agrees to anddoes hereby assign to Company all of its right, title and interest in and tosuch Work including, but not limited to, all copyrights therein.  Employee does further hereby assign all ofits right, title and interest in and to all other Works to Company, includingwithout limitation all patents, trademarks and other proprietary rightsrelating thereto, and all extensions and renewals thereof.

 

(c) Both during the term of Employee’s employmentand thereafter, Employee shall fully cooperate with Company in the protectionand enforcement of any intellectual property rights that may derive as a resultof the work performed by Employee during the course of his employment.  This shall include executing, acknowledging,and delivering to Company all documents or papers that may be necessary toenable Company to publish or protect said inventions, improvements, and ideas.

 

(d) Warranties of Previous Inventions.  To the extent that employee has made orcreated Inventions, Employee represents and warrants that the items listed on aseparate sheet attached hereto and made a part hereof is a complete list of allInventions, as herein defined, made or created by Employee prior

 

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to Employee’s employment by Company, and whichEmployee wishes to exclude from this Agreement.

 

**5.****             ****TERMINATION AND SURVIVAL.**  Employee’s obligations under this Agreementshall survive the termination of Employee’s employment by the Companyregardless of the manner or cause of such termination, and said obligationsshall be binding upon Employee’s heirs, executors, administrators and legalrepresentatives.

 

**6.****             ****REMEDY FOR BREACH.**  Employee acknowledges that any breach of thisAgreement will constitute immediate and irreparable harm to Company and/or itssuccessors and assigns, which cannot adequately and fully be compensated bymoney damages and will warrant, in addition to all other rights and remediesafforded by law, injunctive relief, specific performance and/or other equitablerelief.  Company’s rights and remedieshereunder are cumulative and not exclusive.

 

**7.     ADDITIONALPROVISIONS. **Employee warrantsthat the terms of this Agreement are not inconsistent with any contractualobligations of Employee to any third party. •  This Agreement shall begoverned by the laws of the Commonwealth of Massachusetts, without regard toprinciples of conflicts of law thereof.  • The Company and Employee believe, inlight of the facts known as of the date hereof, and after considering thenature and extent of Company’s anticipated business activities, the amount ofcompensation to be derived by Employee from the Company, and the damage that couldbe done to Company’s business by Employee’s competing with Company, that theforegoing covenant not to compete is reasonable in time and scope.  However, if any court should construe the timeor scope of the covenant not to compete to be too broad or extensive, it is theintention of the parties that the contract be automatically reformed, and as soreformed, enforced, to the maximum limits which may be found to be reasonableby such court.  •  If any provision hereof is held invalid or unenforceableby a court of competent jurisdiction, such invalidity shall not affect thevalidity or operation of any other provision, and such invalid provision shallbe deemed to be severed from the Agreement. •  This Agreement shall be bindingon and shall inure to the benefit of the parties hereto, and their heirs,administrators, successors, and assigns. •  This Agreement may be amended, terminated,or superceded only by an agreement in writing between the Company and Employeethat has been signed and dated by the Company’s President and Chief ExecutiveOfficer.

 

**7.****             ****EMPLOYEE HAS READ AGREEMENT.**

 

EMPLOYEE ACKNOWLEDGES THAT HE HAS READ ANDUNDERSTANDS THIS COMPLETE AGREEMENT.

 

IN WITNESS WHEREOF, the parties hereto, intendingto be legally bound hereby, have caused this Agreement to be executed as of theday and date first written above.

 
|                   |         | ADVANCED CELL  TECHNOLOGY, INC. |
|------------------------|--------------|---------------------------------|
|                   |         |                            |
|                   |         |                            |
| /s/ Sadhana Agarwal    |         | By:                             | /s/ Michael West |   |
| Sadhana Agarwal, Ph.D. |         | Its:                            | President |   |
| S/S No.:               | 017-64- 6646 |                            | Printed Name: | Michael West |   |
|                        |              |                                 |  |  |  |  |  |

 

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